Gentherm Inc Business Combination Communication

Gentherm Incorporated describes a proposed business combination with Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing, as part of a broader transaction that includes spinning off SpinCo from Modine.

Accepted by SEC EDGAR 01/29/2026 - 04:31 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Gentherm Incorporated describes a proposed business combination with Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing, as part of a broader transaction that includes spinning off SpinCo from Modine. Gentherm plans to file a Form S-4 registration statement that will include a proxy statement/prospectus for its shareholders, while SpinCo will file a Form 10 serving as an information statement/prospectus for the spin-off.

The communication stresses that it is not an offer or solicitation to buy or sell securities and directs investors to future SEC filings for detailed terms. It also provides an extensive cautionary note on forward-looking statements, listing numerous risks that could affect completion, timing and benefits of the transaction, including regulatory approvals, shareholder approval, integration challenges, tax treatment and potential litigation.

Insights

M&A and corporate governance analyst

Gentherm outlines a complex SpinCo combination with Modine that depends on future approvals and detailed filings.

Gentherm plans a business combination with Platinum SpinCo, a Modine subsidiary that will be spun off from Modine Manufacturing. The structure uses a Form S-4 for Gentherm’s proxy statement/prospectus and a Form 10 for SpinCo, indicating a significant strategic step involving equity and corporate reorganization mechanisms.

The transaction’s completion is conditioned on regulatory clearances and Gentherm shareholder approval, and the communication emphasizes that it is not itself an offer of securities. The description of expected benefits such as synergies and strategic advantages is framed as forward-looking, with no quantitative targets included in this excerpt.

The risk discussion highlights potential closing delays or failure, integration difficulties, tax treatment outcomes, management distraction and possible shareholder litigation. Overall, this represents a potentially important strategic move for Gentherm and Modine, but actual impact will hinge on future SEC filings that detail terms, financing and post-closing capital structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed by Gentherm Incorporated

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Gentherm Incorporated

Commission File No.: 000-21810

The following is a transcript of a video announcement made by Bill Presley, CEO of Gentherm January 29, 2026 in connection with the proposed business combination between Gentherm Incorporated (“Gentherm”) and Platinum SpinCo Inc. (“SpinCo”), a wholly owned subsidiary of Modine Manufacturing Co. (“Modine”)

B. Presley Video Script for Gentherm Employees

[Text on screen]

Building scale in thermal management solutions

Bill Presley

CEO of Gentherm

• Hello global Gentherm team.

• As you all know, we’ve been on a journey together this past year.

• We’ve worked on building a stronger, more resilient Gentherm, focusing on operational excellence and scaling our core technology across attractive and growing end markets.

• I am pleased to share that we’ve taken an incredible step forward to accelerate that strategy.

• Today, we announced that we will be combining Modine Performance Technologies with Gentherm.

• This is a significant milestone for us.

• The addition of Modine Performance Technologies will establish us as a scaled leader in thermal management solutions with expanded technologies and capabilities in precision flow management.

• The company will have a much broader opportunity ahead and we’re really excited about what this means for our future.

• For over a century, Modine Performance Technologies has been a leading provider of highly engineered, mission-critical thermal management solutions.

• Headquartered in Racine, Wisconsin, they operate globally in 10 countries with approximately 5,000+ employees and generate approximately $1.1 billion in annual revenue.

• They bring long-standing relationships with blue-chip customers, including name brands like John Deere, Caterpillar, Volvo Construction Equipment, Stellantis, and Cummins.

• They are a global leader in the commercial vehicle, heavy-duty equipment, automotive, and fast-growing power generation end markets.

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• Modine Performance Technologies serves exactly the kind of attractive end markets our growth strategy has been focused on, and combining with them provides us with the scale and momentum that would have taken us much longer to build organically.

• Their mission-critical engineered solutions complement our thermal management and pneumatic comfort technologies, because at the heart of it, we are both in the business of thermal flow management – regardless of whether that is for engines or operator comfort.

• As we’ve gotten to know the Modine Performance Technologies team, business, and customer base, we believe we have an opportunity to capture significant cross-selling opportunities and strengthen our ability to meet the rising demand for our offerings.

• We believe we’ll benefit from expanded capabilities and technologies, including flow management engineering, component-to-system integration synergies, and complementary global footprints that give us access to new regions and broader customer coverage.

• As an essential technology provider in a broader set of end markets, we’ll have a stronger foundation with more balanced end-market exposure, an improved margin profile, and ample opportunities for future growth.

• What we share in common are two highly skilled teams with incredible spirits of innovation and a shared commitment to quality and people-first cultures. That’s at the core of what is going to drive our success.

• Today’s announcement is only the first step in this process. We are committed to communicating with you openly and providing updates when we can.

• Modine Performance Technologies is currently part of Modine. Modine will separate Modine Performance Technologies into its own company, and that company will then combine with Gentherm.

• We expect the transaction to close in the fourth quarter of calendar year 2026, and until then, Gentherm and Modine Performance Technologies will remain separate and continue to operate independently.

• Once the transaction is complete, we will continue to operate under the Gentherm name, and I will continue to lead the company as CEO.

• Our intent is to run Modine Performance Technologies as a division of Gentherm, where Jeremy Patten, the current President of that business, will continue in his role.

• As we move forward, our strengths will open new doors, and together, we’ll shape the future of thermal management solutions and precision flow management.

• I hope you join me in my excitement for this new chapter. Thank you.

NO OFFER OR SOLICITATION

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), and otherwise in accordance with applicable law.

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Additional Information and Where to Find It

In connection with the proposed transaction between Modine, SpinCo and Gentherm (the “Proposed Transaction”), the parties intend to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including, among other filings, a registration statement on Form S-4 to be filed by Gentherm (the “Form S-4”) that will include a preliminary proxy statement/prospectus of Gentherm and a definitive proxy statement/prospectus of Gentherm, the latter of which will be mailed to shareholders of Gentherm, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the Form S-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from Modine. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy statement/prospectus (when available) and other documents filed with the SEC by Gentherm, SpinCo or Modine through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Gentherm will be available free of charge on Gentherm’s website at ir.Gentherm.com under the tab “Financial Info” and under the heading “SEC Filings.” Copies of the documents filed with the SEC by Modine and SpinCo will be available free of charge on Modine’s website at investors.Modine.com under the tab “Financials” and under the heading “SEC Filings.”

Participants in the Solicitation

Gentherm, Modine and their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies from Gentherm stockholders in connection with the Proposed Transaction. Information about the directors and executive officers of Gentherm is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 19, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 27, 2025. To the extent holdings of Gentherm’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Gentherm and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Transaction. Information about the directors and executive officers of Modine is set forth in its Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 21, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on July 9, 2025. To the extent holdings of Modine’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov and from Gentherm’s website and Modine’s website as described above.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Proposed Transaction among Gentherm, Modine and SpinCo. These forward-looking statements may be identified by the words “believe,” “feel,” “project,” “expect,” “anticipate,” “appear,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “suggest,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the Proposed Transaction, the ability of the parties to complete the Proposed Transaction, the expected benefits of the Proposed

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Transaction, including future financial and operating results, anticipated strategic benefits of the Proposed Transaction, the amount and timing of synergies from the Proposed Transaction, the tax consequences of the Proposed Transaction, the terms and scope of the expected financing in connection with the Proposed Transaction, the aggregate amount of indebtedness of the combined company following the closing of the Proposed Transaction, the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on Gentherm’s and Modine’s current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Gentherm’s and Modine’s control. None of Gentherm, Modine, SpinCo or any of their respective directors, executive officers, advisors or representatives make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Gentherm, Modine or the combined business. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements, including developments that could have a material adverse effect on Gentherm’s and Modine’s businesses and the ability to successfully complete the Proposed Transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the Proposed Transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of Gentherm may not be obtained; (2) the risk that the Proposed Transaction may not be completed on the terms or in the time frame expected by Gentherm, Modine and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the Proposed Transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the Proposed Transaction; (5) failure to realize the anticipated benefits of the Proposed Transaction, including as a result of delay in completing the Proposed Transaction or integrating the businesses of Gentherm and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the Proposed Transaction; (10) the risk that shareholder litigation in connection with the Proposed Transaction or other litigation, settlements or investigations may affect the timing or occurrence of the Proposed Transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies, including those policies with respect to tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the Proposed Transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Modine; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the Proposed Transaction, or other effects of the pendency of the Proposed Transaction on the relationship of any of the parties to the Proposed Transaction with their employees, customers, suppliers, or other counterparties; and (17) other risk factors detailed from time to time in Gentherm’s and Modine’s reports filed with the SEC, including Gentherm’s and Modine’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the Proposed Transaction. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this communication. None of Gentherm, Modine or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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